SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 3)

Under the Securities Exchange Act of 1934

MVC CAPITAL, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

553829102

(CUSIP Number)

Wynnefield Partners Small Cap Value, L.P I.

450 Seventh Avenue, Suite 509

New York, New York 10123

Attention: Mr. Nelson Obus

Copy to:

Jeffrey S. Tullman, Esq.

Kane Kessler, P.C.

666 Third Ave, 23^rd Floor

New York, New York 10017

(212) 519-5101

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 21, 2020

(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨

CUSIP No. 553829102   13D/A Page 2 of 14

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value, L.P. I 13-3953291
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 450,695   (See Item 5)
		8	SHARED VOTING POWER 0              (See Item 5)
		9	SOLE DISPOSITIVE POWER 450,695   (See Item 5)
		10	SHARED DISPOSITIVE POWER 0              (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,695 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.5%
14	TYPE OF REPORTING PERSON* PN

CUSIP No. 553829102   13D/A Page 3 of 14

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Partners Small Cap Value, L.P. 13-3688497
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 551,039 (See Item 5)
		8	SHARED VOTING POWER 0              (See Item 5)
		9	SOLE DISPOSITIVE POWER 551,039 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0              (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 551,039 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1%
14	TYPE OF REPORTING PERSON* PN

CUSIP No. 553829102   13D/A Page 4 of 14

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Small Cap Value Offshore Fund, Ltd. (No IRS Identification No.)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 472,645 (See Item 5)
		8	SHARED VOTING POWER 0              (See Item 5)
		9	SOLE DISPOSITIVE POWER 472,645 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0              (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 472,645 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 553829102   13D/A Page 5 of 14

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 40,000 (See Item 5)
		8	SHARED VOTING POWER 0            (See Item 5)
		9	SOLE DISPOSITIVE POWER 40,000   (See Item 5)
		10	SHARED DISPOSITIVE POWER 0            (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,000 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%
14	TYPE OF REPORTING PERSON* EP

CUSIP No. 553829102   13D/A Page 6 of 14

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital Management, LLC 13-4018186
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 1,001,734 (See Item 5)
		8	SHARED VOTING POWER 0                (See Item 5)
		9	SOLE DISPOSITIVE POWER 1,001,734 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0                (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,001,734 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7%
14	TYPE OF REPORTING PERSON* OO

CUSIP No. 553829102   13D/A Page 7 of 14

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Wynnefield Capital, Inc. 13-3688495
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 472,645 (See Item 5)
		8	SHARED VOTING POWER 0              (See Item 5)
		9	SOLE DISPOSITIVE POWER 472,645 (See Item 5)
		10	SHARED DISPOSITIVE POWER 0              (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 472,645 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.7%
14	TYPE OF REPORTING PERSON* CO

CUSIP No. 553829102   13D/A Page 8 of 14

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Obus
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0                (See Item 5)
		8	SHARED VOTING POWER 1,514,379 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0             (See Item 5)
		10	SHARED DISPOSITIVE POWER 1,514,379 (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,514,379 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 553829102   13D/A Page 9 of 14

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joshua Landes
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS* N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0                (See Item 5)
		8	SHARED VOTING POWER 1,514,379 (See Item 5)
		9	SOLE DISPOSITIVE POWER 0              (See Item 5)
		10	SHARED DISPOSITIVE POWER 1,514,379  (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,514,379 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.5%
14	TYPE OF REPORTING PERSON* IN

CUSIP No. 553829102   13D/A Page 10 of 14

Item 1. Security and Issuer.

This Amendment No. 3 amends the Statement of Beneficial Ownership on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on June 1, 2016, as amended by Amendment No. 1, filed on April 27, 2019 and Amendment No. 2 filed on January 22, 2020 (collectively the “Schedule 13D”) by the Wynnefield Reporting Persons (as defined in the Schedule 13D) with respect to the shares of common stock, $0.01 par value per share (the “Common Stock”) of MVC Capital, Inc., a Delaware corporation (the “Issuer”). The Issuer maintains its principal executive office at 287 Bowman Avenue, 2^nd Floor, Purchase, NY 10577.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

The securities reported in this Schedule 13D as directly beneficially owned by the Wynnefield Reporting Persons were acquired with funds of approximately $11,899,365 (including brokerage commissions). All such funds were provided from the working capital or personal funds of the Wynnefield Reporting Persons who directly beneficially own such securities.

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended by the addition of the following:

On April 21, 2020, the Wynnefield Reporting Persons delivered a letter (the “Letter”) to the Issuer notifying it that the Wynnefield Reporting Persons intend to (i) nominate and seek to elect John D. Chapman and Ron Avni (each, a “Nominee” and collectively, the “Nominees”) as members of the Issuer’s Board of Directors (the “Board”); and (ii) present the stockholder proposal (the “Proposal”) previously set forth in the Wynnefield Reporting Perons’ letter to the Company dated January 17, 2020, at the Issuer’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”).

The Wynnefield Reporting Persons feel they have been forced to take the step of proposing these two qualified and independent Nominees for election at the 2020 Annual Meeting as a last resort in order to: (i) protect the Issuer’s capital, (ii) have independent Board members that will fully consider the alternative strategies recommended by the Wynnefield Reporting Persons in its stockholder proposal submitted to the Issuer on January 17, 2020 (as described below), (iii) enhance and preserve shareholder value, and (iv) protect the interests of all of the Issuer’s stockholders.

On January 17, 2020, Wynnefield Partners I delivered a letter to the Issuer with respect to the submission of the Proposal pursuant to Rule 14a-8 of the Commission’s proxy regulations promulgated under the Securities and Exchange Act of 1934, as amended, requesting that the Issuer’s stockholders adopt a resolution recommending the Board immediately take all necessary steps within its power to commence the process of: (i) selling the Issuer to a strategic acquiror, (ii) liquidating its portfolio and returning proceeds to stockholders, or (iii) merging with another business development company, and recommending the Board immediately take all steps within its power to cause the Issuer to cease making any new investments and immediately move forward on one of those three paths (the “Proposal”). The Proposal was submitted in light of the Wynnefield Reporting Person’ belief that the Issuer has performed poorly, been unable to address the discount between its net asset value and share price and has had a significant decrease in market capitalization.

On April 13, 2020, the Wynnefield Reporting Persons sent an email to Mr. Michael Tokarz, the Issuer’s Chairman and Portfolio Manager, informing him that the Wynnefield Reporting Persons are contemplating the nomination of the Nominees to the Issuer’s Board at the upcoming 2020 Annual Meeting to better represent the Issuer’s outside stockholders. The Wynnefield Reporting Persons also sent to Mr. Tokarz an unsigned draft of the Letter for discussion purposes and advised Mr. Tokarz that the Wynnefield Reporting Persons were available to speak with Mr. Tokarz at a mutually convenient time prior to the Wynnefield Reporting Persons formally submitting the Letter to the Issuer. While the Wynnefield Reporting Persons did have a conference call with the independent members of the Board shortly following the submission of the Proposal on January 17, 2020, to date, Mr. Tokarz has not contacted the Wynnefield Reporting Persons, requested to speak with the Nominees, nor much less requested further information concerning the Nominees.

The Wynnefield Reporting Persons’ continue to believe that the Issuer and the current Board should immediately cease making any new investments and should either seek to merge with another business development company or sell the Issuer to a strategic acquiror. If the Issuer and Board are unable to find a suitable merger or sale transaction, then the Issuer should immediately commence the process of liquidating its portfolio and returning the proceeds to the Issuer’s stockholders.

Accordingly, at the 2020 Annual Meeting, the Wynnefield Reporting Persons will seek to elect two highly qualified, independent directors who are committed to protecting the interests of all of the Issuer’s stockholders, and who each have the financial analysis and investment expertise, particularly in the area of closed-end funds, to help the Board preserve capital and evaluate reasonable alternative business strategies available to the Issuer, which the Wynnefield Reporting Persons believe will lead to the creation of stockholder value.

1

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The background and experiences of our Nominees are set forth below.

John D. Chapman, 64. Since 2013, Mr. Chapman has served as Chairman of NAXS, a Nasdaq Stockholm listed company investing primarily in Nordic assets. Mr. Chapman has served since 2017 as Non-Executive Chairman of Origo Partners Plc, a London Stock Exchange listed company, investing in companies located in China and Mongolia that are primarily engaged in the technology, consumer services, industrial, commercial and energy sectors. From 2011 until 2016 Mr. Chapman served as the Chairman of Hirco Plc, a London Stock Exchange listed company, primarily investing in Indian residential real estate development projects. From 2008 through 2018 Mr. Chapman served as the Executive Chairman of Ottoman Fund Ltd., a London Stock Exchange listed company, investing in Turkish property. He has also previously served on the Board of Directors of Trinity Capital Plc, and South African Property Opportunities Plc, each a London Stock Exchange listed company as well as a number of other public companies. Mr. Chapman is a member of the CFA Institute and the New York State Bar Association. He received a B.A. degree from Bates College and a Juris Doctorate from The University of Texas.

The Wynnefield Reporting Persons believe Mr. Chapman’s extensive legal and financial analysis expertise, his corporate governance experience serving as the Chairman and a director of many publicly traded companies, provide him with unique skills, insights and qualifications to serve as a member of the Issuer’s Board of Directors and any of its committees.

Ron Avni, 44. Since 2016, Mr. Avni has served as an adviser to companies on investment and business strategies. From 2006 to 2016, Mr. Avni was employed by QVT Financial LP, a multi-billion-dollar investment firm. At QVT, where he served as a portfolio manager starting in 2008, Mr. Avni led investment activities in closed-end fund arbitrage and related special situations globally, among other investments. While at QVT, Mr. Avni led successful turn-arounds of distressed companies, having collaborated with stockholders, management teams and boards of directors on various strategies to unlock stockholder value. Mr. Avni also served as senior quantitative analyst and trader at Weiss Asset Management from 2003 to 2005, where he developed quantitative trading methodologies and software as well as managed a broad array of the firm’s business operations. Mr. Avni has been a CFA^® Charterholder since 2005. He received an AB in Physics, magna cum laude, from Harvard University, and is enrolled in a PhD program at the University of Texas at Austin.

The Wynnefield Reporting Persons believe Mr. Avni’s extensive financial, operational and investment expertise, particularly in the area of closed-end funds, provides him with unique skills, insights and qualifications to serve as a member of the Issuer’s Board of Directors and any of its committees.

In the event any of the Nominees shall be unable to serve for any reason, the Wynnefield Reporting Persons reserve the right to select a replacement Nominee. Additionally, in the event the Issuer purports to increase the number of directors serving on the Board or otherwise increases the number of directors to be elected at the 2020 Annual Meeting, the Wynnefield Reporting Persons reserve the right to nominate additional persons as directors to fill any vacancies created by the increase or to fill any additional positions on the Board which the Issuer’s stockholders shall vote on at the 2020 Annual Meeting.

The Wynnefield Reporting Persons currently intend to conduct a proxy solicitation to elect the Nominees to the Board and approve the Proposal at the Annual Meeting.

On April 21, 2020, the Wynnefield Reporting Persons issued a press release announcing that it has nominated a slate of two nominees for election to the Issuer’s Board of Directors and submitted the Proposal for approval at the 2020 Annual Meeting. A copy of the press release is included as Exhibit 3 to this Schedule 13D and is incorporated herein by reference.

Prior to submitting the Letter to MVC, WCI entered into an indemnification agreement (the “Indemnification Agreement”) with each Nominee pursuant to which WCI has agreed, subject to certain exceptions, to indemnify each Nominee against any losses and/or costs suffered, incurred or sustained by such Nominee in connection with such Nominee’s being a member of the slate or the Wynnefield Reporting Persons’ solicitation of proxies in connection therewith. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the Indemnification Agreement, which is included as Exhibit 4 to this Schedule 13D and is incorporated herein by reference.

No Wynnefield Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Wynnefield Reporting Persons intend to review their investment in the Issuer on a continuing basis. The Wynnefield Reporting Persons have had and anticipate having further discussions with management and the Board of the Issuer relating to the Issuer’s underperformance, overall business strategy, corporate governance, management accountability, capital allocation, and the evaluation of strategic alternatives. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the securities of the Issuer, conditions in the securities markets and general economic and industry conditions, the Wynnefield Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Wynnefield Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of such securities, entering into financial instruments or other agreements that increase or decrease the Wynnefield Reporting Persons’ economic or beneficial exposure with respect to their investment in the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

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Promptly after any filing of its definitive 2020 Proxy Statement with the SEC, Wynnefield Reporting Persons intend to mail the definitive 2020 Proxy Statement and an accompanying proxy card to some or all stockholders pursuant to applicable SEC rules. STOCKHOLDERS ARE URGED TO READ THE 2020 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE ISSUER WILL FILE WITH THE SECURITIES AND EXCHANGE COMMISSION WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, copies of the definitive 2020 Proxy Statement and any other documents filed by the Wynnefield Reporting Persons with respect to the Issuer with the Securities and Exchange Commission in connection with the 2020 Annual Meeting at the Securities and Exchange Commission’s website (http://www.sec.gov).

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a), (b) and (c) As of April 21, 2020, the Wynnefield Reporting Persons beneficially owned in the aggregate 1,514,379 shares of Common Stock, constituting approximately 8.5% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is based upon 17,725,118 shares outstanding as of March 9, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended January 31, 2020, filed with the Securities and Exchange Commission (the “Commission”) on March 9, 2020.

The following table sets forth certain information with respect to shares of Common Stock directly beneficially owned by the Wynnefield Reporting Persons listed below:

Name	Number of Common Stock	Percentage of Outstanding Common Stock
Wynnefield Partners I	450,695	2.5%
Wynnefield Partners	551,039	3.1%
Wynnefield Offshore	472,645	2.7%
Plan	40,000	0.2%

WCM is the sole general partner of Wynnefield Partners and Wynnefield Partners I and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. WCM, as the sole general partner of Wynnefield Partners and Wynnefield Partners I, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Partners and Wynnefield Partners I beneficially own. Messrs. Obus and Landes are the co-managing members of WCM and, accordingly, each of Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCM may be deemed to beneficially own. Each of Messrs. Obus and Landes, as co-managing members of WCM, share the power to direct the voting and disposition of the shares of Common Stock that WCM may be deemed to beneficially own.

WCI is the sole investment manager of Wynnefield Offshore and, accordingly, may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that Wynnefield Offshore beneficially owns. WCI, as the sole investment manager of Wynnefield Offshore, has the sole power to direct the voting and disposition of the Common Stock that Wynnefield Offshore beneficially owns. Messrs. Obus and Landes are executive officers of WCI and, accordingly, each may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the Common Stock that WCI may be deemed to beneficially own. Messrs. Obus and Landes, as executive officers of WCI, share the power to direct the voting and disposition of the shares of Common Stock that WCI may be deemed to beneficially own.

The Plan is an employee profit sharing plan. Messrs. Obus and Landes are the co-trustees of the Plan and accordingly, Messrs. Obus and Landes may be deemed to be the indirect beneficial owner (as that term is defined under Rule 13d-3 under the Exchange Act) of the shares of Common Stock that the Plan may be deemed to beneficially own. Each of Messrs. Obus and Landes, as the trustees of the Plan, shares with the other the power to direct the voting and disposition of the shares of Common Stock beneficially owned by the Plan.

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Beneficial ownership of the Common Stock shown on the cover pages of and set forth elsewhere in this Schedule 13D for each member of the Wynnefield Reporting Persons assumes that they have not formed a group for purposes of Section 13(d)(3) under the Exchange Act, and Rule 13d-5(b)(1) promulgated thereunder. If the members of the Wynnefield Reporting Persons were deemed to have formed a group for purposes of Section 13(d)(3) and Rule 13d-5(b)(1), the group would be deemed to own beneficially (and may be deemed to have shared voting and dispositive power over) in the aggregate 1,514,379 shares of Common Stock, constituting approximately 8.5% of the outstanding shares of Common Stock. The percentage of shares of Common Stock reported as being beneficially owned by the Wynnefield Reporting Persons is 17,725,118 shares outstanding as of March 9, 2020, as set forth in the Issuer’s Quarterly Report on Form 10-Q for the period ended January 31, 2020, filed with the Commission on March 9, 2020.

The filing of this Schedule 13D and any future amendment by the Wynnefield Reporting Persons, and the inclusion of information herein and therein with respect to WCM, WCI and Messrs. Obus and Landes, shall not be considered an admission that any of such persons, for the purpose of Section 16(b) of the Exchange Act, are the beneficial owners of any shares in which such persons do not have a pecuniary interest. Each of WCM, WCI and Messrs. Obus and Landes disclaims any beneficial ownership of the shares covered by this Schedule 13D.

The Wynnefield Reporting Persons have not acquired or sold shares of Common Stock during the last 60 days.

(d) and (e). Not Applicable.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by the addition of the following

Exhibit 3 Press Release dated April 21, 2020

Exhibit 4 Form of Indemnification Agreement entered into by and between Wynnefield Capital, Inc. and the Nominees.

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SIGNATURE

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: April 21, 2020

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P. I

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD PARTNERS SMALL CAP VALUE, L.P.

By: Wynnefield Capital Management, LLC,

its General Partner

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD SMALL CAP VALUE OFFSHORE FUND, LTD.

By: Wynnefield Capital, Inc.,

its Investment Manager

By: /s/ Nelson Obus

Nelson Obus, President

WYNNEFIELD CAPITAL INC. PROFIT SHARING &
MONEY PURCHASE PLAN

By: /s/ Nelson Obus

Nelson Obus, Co-Trustee

WYNNEFIELD CAPITAL MANAGEMENT, LLC

By: /s/ Nelson Obus

Nelson Obus, Co-Managing Member

WYNNEFIELD CAPITAL, INC.

By: /s/ Nelson Obus

Nelson Obus, President

/s/ Nelson Obus

Nelson Obus, Individually

/s/ Joshua Landes

Joshua Landes, Individually

EX-3

Exhibit 3

WYNNEFIELD CAPITAL NOMINATES TWO HIGHLY QUALIFIED DIRECTORS FOR ELECTION TO MVC CAPITAL BOARD

Management has presided over poor total shareholder returns, questionable investment decisions and declining market capitalization – all to the detriment of long-term shareholders

Nomination of strong director slate, with deep financial and public company expertise, follows MVC’s refusal to meaningfully engage in constructive dialogue with

Wynnefield Capital towards value enhancing strategic alternatives

NEW YORK, April 21, 2020 – Wynnefield Capital, Inc. (together with its affiliates, “Wynnefield” or Wynnefield Capital), beneficial owners of approximately 8.5% of the outstanding common stock of MVC Capital Inc. (NYSE: MVC) (“MVC” or the “Company”) today announced the nomination of two highly-qualified, independent candidates for election to MVC’s nine member Board of Directors at the Company’s 2020 Annual Meeting of Shareholders (“Annual Meeting”).

Wynnefield was compelled to make these nominations due to four primary reasons:

1. MVC’s demonstrated inability to create sustained shareholder value, as evidenced by continuous underperformance versus prevailing indices, steep discounts to NAV and lackluster dividends compared to peers. Since November 2003, MVC’s total shareholder returns, including dividends, have underperformed the S&P 500 Index by a staggering 154.69% (205.89% over the past ten years, 29.50% over the past five years, 8.72 over the past three years and 6.79% over the last year).^[1] In particular, Wynnefield believes that MVC’s failure to sell equity positions has hampered the Company from achieving a yield in line with other similar business development companies (“BDCs”).

2. MVC’s poor corporate governance, highlighted by the ineffectiveness of a majority of the Board, who have presided over the Company’s unsuccessful investment decisions and dreary performance spanning close to two decades. For instance, Emilio Dominianni (88) has been a director of MVC for 17 years and William Taylor (77) has been a director for 14 years, yet both lack relevant experience.

3. MVC’s unwillingness to engage in meaningful dialogue with Wynnefield Capital, its second largest shareholder, towards high value enhancing, strategic alternatives that would be in the best interests of the Company and its shareholders. These strategic alternatives are further outlined in Wynnefield’s previously submitted shareholder proposal, which it also intends to present at the Annual Meeting. The proposal requests that MVC’s stockholders adopt a resolution recommending that the Board immediately take all necessary steps within its power to commence the process of: (i) selling MVC to a strategic acquirer; (ii) liquidating its portfolio and returning proceeds to shareholders; or (iii) merging MVC with another BDC to achieve necessary scale, paving the way for lower operating expenses and higher dividends.

¹ Performance measured through close of trading on February 28, 2020.

4. Independent perspective. The best interests of the Company and its shareholders would be well served by refreshing the Board with Wynnefield Capital’s independent nominees, John Chapman and Ron Avni. Each bring deep financial analysis and public company expertise. If elected, Messrs. Chapman and Avni are committed to independently evaluating the alternative strategies that Wynnefield previously recommended to MVC’s Board on January 17, 2020, and to working collaboratively with their Board colleagues.

Nelson Obus, President of Wynnefield Capital, said, “As a significant and long-term shareholder, we are alarmed that most of MVC’s long-tenured Board members are, by all accounts, unwilling to act in the best interests of the Company. These long-tenured directors, have demonstrated an inability to effectively guide the Company, resulting in deep discounts between NAV and share price, poor investment decisions, decreasing market capitalization and lackluster shareholder returns as compared to peers. Likewise, they have presided over a company whose corporate governance standards are antiquated, at best.”

Mr. Obus continued, “We have, therefore, decided to nominate director candidates with the requisite financial and public company expertise to reposition MVC for success, with an eye towards returning capital to shareholders. If elected, our candidates will instill much-needed accountability, energy and fresh perspective to the Board. It is certainly time for change, as all the shareholders of MVC deserve a full Board that is capable of delivering shareholder value through sound business judgment.”

Wynnefield Capital’s director nominees are:

John D. Chapman (age 64)

- Specializes in representing shareholder interests in connection with the operation and management of investment funds and ancillary assets.

- Unique skillset, insights and qualifications to serve as a member of MVC’s Board and any of its committees.

- Extensive legal, financial analysis and corporate governance expertise.

- Served as the chairman, executive director, or non-executive director of a number of public companies, both domestically and globally.

- CFA^® Charterholder and member of the New York State Bar Association. Received a B.A. from Bates College and a Juris Doctorate from The University of Texas.

Ron Avni (44)

- 20 years of extensive financial, operational and investment management experience.

- Track record of successfully creating shareholder value within distressed companies and transforming these companies in collaboration with key stakeholders.

- Adviser to companies on investment and business strategies.

- Served as a portfolio manager at QVT Financial LP, a multi-billion-dollar investment firm where, among other things, he led investment activities in closed-end fund arbitrage and related special situations globally.

- Served as senior quantitative analyst and trader at Weiss Asset Management from 2003 to 2005, where he developed quantitative trading methodologies and software as well as managed a broad array of the firm’s business operations.

- CFA^® Charterholder. Received an AB in Physics, magna cum laude, from Harvard University and is enrolled in a PhD program at the University of Texas at Austin.

Additional biographical information regarding Wynnefield Capital’s director nominees will be included in Wynnefield Capital’s amended Statement of Beneficial Ownership on Schedule 13D to be filed with the SEC.

Kane Kessler, P.C. is providing legal counsel to Wynnefield Capital.

About Wynnefield Capital, Inc.

Established in 1992, Wynnefield Capital, Inc. is a value investor specializing in U.S. small cap situations that have company or industry specific catalysts.

Additional Information and Where to Find It

Wynnefield Partners Small Cap Value, L.P.; Wynnefield Partners Small Cap Value, L.P. I; Wynnefield Small Cap Value Offshore Fund, Ltd.; Wynnefield Capital, Inc. Profit Sharing & Money Purchase Plan; Wynnefield Capital Management, LLC; Wynnefield Capital, Inc.; Joshua H. Landes; and Nelson Obus (collectively, “Wynnefield Capital”) together with John D. Chapman and Ron Avni are participants in the solicitation of proxies from stockholders in connection with the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of MVC Capital, Inc. (the “Company”). Wynnefield Capital intends to file a proxy statement (the “2020 Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Annual Meeting unless it withdraws its nominations and/or proposal.

Wynnefield Capital may be deemed to beneficially own 1,514,379 shares of the Company’s common stock, representing approximately 8.5% of the Company’s outstanding common stock. None of the other participants own any shares of the Company’s common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the 2020 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.

Promptly after any filing of its definitive 2020 Proxy Statement with the SEC, Wynnefield Capital intends to mail the definitive 2020 Proxy Statement and an accompanying proxy card to some or all stockholders pursuant to applicable SEC rules. STOCKHOLDERS ARE URGED TO READ THE 2020 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, copies of the definitive 2020 Proxy Statement and any other documents filed by Wynnefield Capital with respect to the Company with the SEC in connection with the Annual Meeting at the SEC’s website (http://www.sec.gov).

Media Contact:

Mark Semer / Daniel Yunger
Kekst CNC
212.521.4800
mark.semer@kekstcnc.com / daniel.yunger@kekstcnc.com

Proxy Solicitor:

Saratoga Proxy Consulting

John Ferguson / Joe Mills

212.257.1311

info@saratogaproxy.com

EX-4

Exhibit 4

WYNNEFIELD CAPITAL, INC.

450 Seventh Ave., #509

New York, New York 10123

April 20, 2020

[●]

Re: MVC Capital, Inc.

Dear [●]

Thank you for agreeing to serve as a nominee of Wynnefield Partners Small Cap Value, L.P. I (“Wynnefield Partners”) for election to the Board of Directors of MVC Capital, Inc. (the “Company”) at the Company’s 2020 annual meeting of stockholders (including any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”), or any other meeting of stockholders held or any actions taken without a meeting in lieu thereof that includes the election of directors to the Board of Directors.

Wynnefield Capital, Inc. (“Wynnefield Capital”) hereby agrees to indemnify, defend and hold you harmless, to the fullest extent permitted by law, from and against any and all Losses suffered, incurred or sustained by you or to which you may become subject, as a direct or indirect result of or arising out of or relating to in whole or in part, or any action taken or omitted to be taken in connection with, being named as a nominee of Wynnefield Partners for election to the Company’s Board of Directors in any materials (including, without limitation, a proxy statement and form of proxy) made available or distributed to stockholders of the Company by or on behalf of Wynnefield Partners and/or its affiliates in connection with or relating to the solicitation of proxies (the “Nomination”), in each case except to the extent arising out of or resulting from your willful and material violation of state or federal law in connection with the Nomination, gross negligence, willful misconduct, bad faith or an intentional material misstatement or omission in any information provided by you in connection with the Nomination, and in each case to the extent not otherwise covered by insurance or indemnification from another source (including, without limitation, the Company); provided, however, that this indemnification agreement and all of Wynnefield Capital’s obligations hereunder shall not apply to any of your actions or omissions as a director of the Company in the event that you are elected and/or appointed to the Company’s Board of Directors.

“Loss” will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs, disbursements and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, costs and disbursements, and any and all reasonable costs and expenses resulting from, arising out of, relating to or incurred in investigating, preparing, defending against, or participating (as a party, witness or otherwise), in (including on appeal), any threatened, pending or completed claim, action, suit, litigation or proceeding (whether civil, criminal, administrative or arbitration action, formal or informal, investigative or other, or any claim whatsoever, or any inquiry or investigation that you in good faith believe might lead to the institution of any of the above), whenever brought, and any and all amounts paid or payable in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly. Your right to indemnification pursuant to this agreement shall include the right to be advanced by Wynnefield Capital any indemnifiable amounts incurred by you as such amounts are incurred by you, including amounts possibly covered by insurance or indemnification from another source; provided, however, that all amounts advanced in respect of such Loses shall be promptly repaid to Wynnefield Capital or a designee thereof by you to the extent (i) you actually receive payment in respect of such Losses from insurance or indemnification from another source, or (ii) it shall ultimately be determined in a final judgment by a court of competent jurisdiction that you are not entitled to be indemnified for or advanced such Losses.

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Wynnefield Capital prompt written notice of such claim or Loss (provided that failure to promptly notify Wynnefield Capital shall not relieve us from any liability which we may have on account of this indemnification agreement, except to the extent we shall have been materially prejudiced by such failure). Reimbursements of any Losses payable hereunder shall be made as soon as practicable but in any event no later than fifteen (15) business days after written request is made to Wynnefield Capital, accompanied by reasonable supporting documentation. Upon receipt of such written notice, Wynnefield Capital shall have the right to participate in the defense thereof and, to the extent that Wynnefield Capital so determines, to assume the defense and settlement thereof, with counsel reasonably satisfactory to you; provided, however, that if the defendants in any such action include both you and Wynnefield Capital and if you have been advised by counsel reasonably acceptable to Wynnefield Capital that there may be one or more legal defenses available to you that are different from or additional to those available to Wynnefield Capital (a “Conflict Situation”), you will have the right to select up to one separate counsel reasonably acceptable to Wynnefield Capital to participate in the defense of such action on your behalf, the reasonable fees, expenses, costs and disbursements of which Wynnefield Capital shall indemnify you for pursuant to this agreement; provided, however, that Wynnefield Capital shall be obligated to pay for only one counsel for all of Wynnefield Partner’s nominees for election to the Board of Directors at the Annual Meeting unless you have been advised by counsel reasonably acceptable to Wynnefield Capital that there are conflicts of interest or additional defenses for you with respect to the other nominees. After notice from Wynnefield Capital to you of its election to assume the defense of any such action, proceeding or investigation, neither Wynnefield Capital nor any of its affiliates will be liable to you under this agreement for any expenses subsequently incurred by you in connection with the defense thereof, unless you shall have employed counsel in accordance with the proviso to the preceding sentence.

Wynnefield Capital shall have the right to settle any action, proceeding or investigation that is brought against you for which indemnification is available under the terms of this indemnification agreement; provided such settlement includes a release of you from any and all liability; and provided, further, that Wynnefield Capital shall not settle any such action, proceeding or investigation that would impose any penalty, obligation or limitation on you (other than monetary damages for which Wynnefield Capital agrees to be wholly responsible) or that would contain any language (other than a recitation of any amounts to be paid in settlement) that could reasonably be viewed as an acknowledgement of wrongdoing on your part, without your prior written consent (which consent shall not be unreasonably delayed or withheld). You shall not settle any action without the prior written consent of Wynnefield Capital.  

Wynnefield Capital’s indemnification obligations hereunder shall commence effective as of April 19, 2020 and shall terminate upon the earlier of: (i) the withdrawal of your Nomination for any reason, (ii) your election or appointment to the Company’s Board of Directors, and (iii) the conclusion of the Annual Meeting or any other meeting of stockholders held or any actions taken without a meeting in lieu thereof that includes the election of directors to the Board of Directors; provided, however, Wynnefield Capital’s indemnification obligation hereunder shall continue following such termination with respect to any claim or Loss incurred, or relating to the time period, prior to such termination.

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Wynnefield Capital hereby agrees to reimburse you for your reasonable, documented out-of-pocket expenses incurred as a result of being a nominee, including, without limitation, reimbursement for reasonable travel expenses and reimbursement of your counsel’s reasonable attorneys’ fees, costs, expenses and disbursements; provided, however, such attorneys’ fees shall not exceed the aggregate amount of $20,000 without Wynnefield Capital’s prior written consent, such consent not to be unreasonably withheld, delayed and/or conditioned. Should you be elected or appointed to the Company’s Board of Directors, other than as expressly set forth herein, Wynnefield Capital will not be liable for any expenses or any other liabilities incurred by you following your election or appointment to the Company’s Board of Directors. The indemnification and reimbursement arrangements contemplated herein shall only take effect if you are publicly named as Wynnefield Partner’s nominee for election to the Company’s Board of Directors at the Annual Meeting.

If you are entitled under any provision of this agreement to indemnification by Wynnefield Capital for some or a portion of any Loss, but not for all of the total amount thereof, Wynnefield Capital shall nevertheless indemnify you, subject to the terms and conditions hereof, for the portion thereof to which you are entitled. For purposes of this agreement, the termination of any claim, action, suit or proceeding, by judgment, order, settlement (whether with or without court approval), or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that you did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

This indemnification agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof. You hereby consent to the exclusive jurisdiction of any Federal or New York state court of applicable jurisdiction sitting within the County and State of New York. This indemnification agreement may be executed in multiple counterparts and may be delivered by facsimile or electronic mail on portable document format, all of which taken together shall be deemed an original and shall constitute one instrument. No supplement, modification or amendment of this agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any provision of this agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

[signature page follows]

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If you agree to the foregoing terms, please sign below to indicate your acceptance.

Very truly yours,

WYNNEFIELD CAPITAL, INC.

By:________________________

Name: Nelson Obus

Title: President

ACCEPTED AND AGREED:

__________________________________________

[●]

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